ConocoPhillips
and, as applicable, its predecessors, established and maintain the Omnibus
Securities Plan of Phillips Petroleum Company, as amended and restated
effective August 30, 2002, the 1998 Stock and Performance Incentive Plan of
ConocoPhillips, as amended and restated effective August 30, 2002, the 1998 Key
Employee Stock Performance Plan of ConocoPhillips, as amended and restated
effective August 30, 2002, and the 2002 Omnibus Securities Plan of Phillips
Petroleum Company, effective as of January 1, 2002 (collectively, and together
with any other stock incentive plans under which awards are outstanding or
under which shares have been reserved but not yet used, the “Prior Plans”).

Effective May 5,
2004, upon shareholder approval, ConocoPhillips established the 2004 Omnibus
Stock and Performance Incentive Plan of ConocoPhillips (the “Plan”). As of the
effective date of the Plan, (i) any shares of Common
Stock available for future awards under the Prior Plans and (ii) any shares of
Common Stock represented by awards granted under the Prior Plans that are
forfeited, expire or are canceled without delivery of shares of Common Stock or
which result in the forfeiture of shares of Common Stock back to the Company
shall be available for Awards under the Plan and no new awards shall be granted
under the Prior Plans.

1.

Plan. The 2004
Omnibus Stock and Performance Incentive Plan of ConocoPhillips (the “Plan”)
was adopted by ConocoPhillips, a Delaware corporation, to reward certain
corporate officers and employees, certain consultants and nonemployee
directors of the Company and its Subsidiaries by providing for certain cash
benefits and by enabling them to acquire shares of Common Stock of the
Company.

2.

Objectives. The purpose of the Plan is to further
the interests of the Company, its Subsidiaries and its shareholders by
providing incentives in the form of Awards to employees, consultants and
directors who can contribute materially to the success and profitability of
the Company and its Subsidiaries. Such Awards will recognize and reward
outstanding performances and individual contributions and give Participants
in the Plan an interest in the Company parallel to that of the shareholders,
thus enhancing the proprietary and personal interest of such Participants in
the Company’s continued success and progress. This Plan will also enable the
Company and its Subsidiaries to attract and retain such employees,
consultants and directors.

3.

Definitions. As used
herein, the terms set forth below shall have the following respective
meanings:

“Award”
means an Employee Award, a Director Award or a Consultant Award.

“Consultant”
a person other than an Employee or a Nonemployee
Director providing bona fide services to the Company or any of its Subsidiaries
as a consultant or advisor, as applicable, provided that such person is a
natural person and that such services are not in connection with the offer or
sale of securities in a capital-raising transaction and do not directly or indirectly
promote or maintain a market for any securities of the Company.

“Consultant
Award” means the grant of any Nonqualified Stock Option, SAR, Stock Award, Cash
Award or Performance Award, whether granted singly, in combination, or in
tandem, to a Consultant pursuant to such applicable terms, conditions, and
limitations as may be established in order to fulfill the objectives of the
Plan.

“Consultant
Award Agreement” means one or more agreements between the Company and a
Consultant setting forth the terms, conditions and limitations applicable to a
Consultant Award.

“Director”
means an individual serving as a member of the Board.

“Director
Award” means the grant of any Nonqualified Stock Option, SAR, Stock Award, Cash
Award, or Performance Award, whether granted singly, in combination, or in
tandem, to a Participant who is a Nonemployee
Director pursuant to such applicable terms, conditions, and limitations as may
be established in order to fulfill the objectives of the Plan.

“Director
Award Agreement” means one or more agreements between the Company and a Nonemployee Director setting forth the terms, conditions,
and limitations applicable to a Director Award.

“Dividend
Equivalents” means, with respect to Restricted Stock Units or shares of Restricted
Stock that are to be issued at the end of the Restriction Period, an amount
equal to all dividends and other distributions (or the economic equivalent
thereof) that are payable to shareholders of record during the Restriction
Period on a like number of shares of Common Stock.

“Employee”
means an employee of the Company or any of its Subsidiaries and an individual
who has agreed to become an employee of the Company or any of its Subsidiaries
and is expected to become such an employee within the following six months.

“Employee
Award” means the grant of any Option, SAR, Stock Award, Cash Award or
Performance Award, whether granted singly, in combination, or in tandem, to an
Employee pursuant to such applicable terms, conditions, and limitations
(including treatment as a Performance Award) as may be established in order to
fulfill the objectives of the Plan.

“Employee
Award Agreement” means one or more agreements between the Company and an
Employee setting forth the terms, conditions and limitations applicable to an
Employee Award.

“Fair Market Value” of a share of Common Stock
means, as of a particular date, (i) (A) if shares of
Common Stock are listed on a national securities exchange, the mean between the
highest and lowest sales price per share of the Common Stock on the
consolidated transaction reporting system for the principal national securities
exchange on which shares of Common Stock are listed on that date, or, if there
shall have been no such sale so reported on that date, on the last preceding
date on which such a sale was so reported, or, at the discretion of the Committee,
the price prevailing on the exchange at the time of exercise or other relevant
time (as determined under procedures established by the Committee), (B) if
shares of Common Stock are not so listed but are quoted by The Nasdaq Stock Market, Inc., the mean between the highest and
lowest sales price per share of Common Stock reported on the consolidated
transaction reporting system for The Nasdaq Stock
Market, Inc., or, if there shall have been no such sale so reported on that
date, on the last preceding date on which such a sale was so reported, or, at
the discretion of the Committee, the price prevailing as quoted by The Nasdaq Stock Market, Inc. at the time of exercise, (C) if
the Common Stock is not so listed or quoted, the mean between the closing bid
and asked price on that date, or, if there are no quotations available for such
date, on the last preceding date on which such quotations shall be available,
as reported by The Nasdaq Stock Market, Inc., or, if
not reported by The Nasdaq Stock Market, Inc., by the
National Quotation Bureau Incorporated or (D) if shares of Common Stock are not
publicly traded, the most recent value determined by an independent appraiser
appointed by the Company for such purpose, or (ii) if applicable, the price per
share as determined in accordance with the terms, conditions, and limitations
set forth in an Award Agreement, or (iii) if applicable, the price per share as
determined in accordance with the procedures of a third party administrator
retained by the Company to administer the Plan and as approved by the
Committee.

“Grant
Date” means the date an Award is granted to a Participant pursuant to the Plan.
The Grant Date for a substituted award is the Grant Date of the original award.

“Grant
Price” means the price at which a Participant may exercise his or her right to
receive cash or Common Stock, as applicable, under the terms of an Award.

“Incentive
Stock Option” means an Option that is intended to comply with the requirements
set forth in Section 422 of the Code.

“Nonemployee Director” means an individual serving as a
member of the Board who is not an Employee.

“Nonqualified
Stock Option” means an Option that is not an Incentive Stock Option.

“Option”
means a right to purchase a specified number of shares of Common Stock at a
specified Grant Price, which right may be an Incentive Stock Option or a
Nonqualified Stock Option.

“Participant”
means an Employee, Director, or Consultant to whom an Award has been granted
under this Plan.

“Performance
Award” means an award made pursuant to this Plan that is subject to the
attainment of one or more Performance Goals.

“Performance
Goal” means one or more standards established by the Committee to determine in
whole or in part whether a Performance Award shall be earned.

“Restricted
Stock” means any shares of Common Stock that are restricted or subject to
forfeiture provisions.

“Restricted
Stock Unit” means a Stock Unit that is restricted or subject to forfeiture
provisions.

“Restriction Period” means a period of time
beginning as of the Grant Date of an Award of Restricted Stock or Restricted
Stock Units and ending as of the date upon which the Common Stock subject to
such Award is no longer restricted or subject to forfeiture provisions.

“Stock
Appreciation Right” or “SAR” means a right to receive a payment, in cash or
Common Stock, equal to the excess of the Fair Market Value or other specified
valuation of a specified number of shares of Common Stock on the date the right
is exercised over a specified Grant Price, in each case, as determined by the
Committee.

“Stock
Award” means an Award in the form of shares of Common Stock or Stock Units,
including an award of Restricted Stock or Restricted Stock Units.

“Stock
Unit” means a unit evidencing the right to receive in specified circumstances
one share of Common Stock or equivalent value (as determined by the Committee).

“Subsidiary”
means (i) in the case of a corporation, any
corporation of which the Company directly or indirectly owns shares
representing 50% or more of the combined voting power of the shares of all
classes or series of capital stock of such corporation which have the right to
vote generally on matters submitted to a vote of the shareholders of such
corporation, (ii) in the case of a partnership or other business entity not
organized as a corporation, any such business entity of which the Company
directly or indirectly owns 50% or more of the voting, capital or profits
interests (whether in the form of partnership interests, membership interests
or otherwise), and (iii) any other corporation, partnership or other entity
that is a “subsidiary” of the Company within the meaning of Rule 405
promulgated by the Securities and Exchange Commission under the Securities Act
of 1933, as amended.

4.

Eligibility.

a.

Employees. All Employees
are eligible for the grant of Employee Awards under this Plan in the
discretion of the Committee.

b.

Directors. Nonemployee Directors are eligible for the grant of
Director Awards under this Plan.

c.

Consultants. All Consultants
are eligible for the grant of Consultant Awards under this Plan.

5.

Common
Stock Available for Awards. Subject
to the provisions of Paragraph 17 hereof, no Award shall be granted if it
shall result in the aggregate number of shares of Common Stock issued under
the Plan plus the number of shares of Common Stock covered by or subject to
Awards then outstanding under this Plan (after giving effect to the grant of
the Award in question) to exceed 35,000,000. No more than 20,000,000 shares
of Common Stock shall be available for Incentive Stock Options. No more than
20,000,000 shares of Common Stock shall be available for Stock Awards.

The
number of shares of Common Stock that are the subject of Awards under this Plan
or the Prior Plans that are forfeited or terminated, expire unexercised, are
settled in cash in lieu of Common Stock or in a manner such that all or some of
the shares covered by an Award are not issued to a Participant or are exchanged
for Awards that do not involve Common Stock, shall again immediately become
available for Awards hereunder. If the Grant Price or other purchase price of
any Option or other Award granted under the Plan or the Prior Plans is
satisfied by tendering shares of Common Stock to the Company, or if the tax
withholding obligation resulting from the settlement of any such Option or
other Award is satisfied by tendering or withholding shares of Common Stock,
only the number of shares of Common Stock issued net of the shares of Common
Stock tendered or withheld shall be deemed delivered for purposes of
determining usage of shares against the maximum number of shares of Common
Stock available for delivery under the Plan or any sublimit
set forth above. Shares of Common Stock delivered under the Plan as an Award or
in

settlement
of an Award issued or made (a) upon the assumption, substitution, conversion or
replacement of outstanding awards under a plan or arrangement of an entity
acquired in a merger or other acquisition or (b) as a post-transaction grant
under such a plan or arrangement of an acquired entity shall not reduce or be
counted against the maximum number of shares of Common Stock available for
delivery under the Plan, to the extent that the
exemption for transactions in connection with mergers and acquisitions from the
shareholder approval requirements of the New York Stock Exchange for equity
compensation plans applies. The Committee may from time to time adopt and
observe such rules and procedures concerning the counting of shares against the
Plan maximum or any sublimit as it may deem
appropriate, including rules more restrictive than those set forth above to the
extent necessary to satisfy the requirements of any national stock exchange on
which the Common Stock is listed or any applicable regulatory requirement. The
Board and the appropriate officers of the Company are authorized to take from
time to time whatever actions are necessary, and to file any required documents
with governmental authorities, stock exchanges and transaction reporting
systems to ensure that shares of Common Stock are available for issuance
pursuant to Awards.

6.

Administration.

a.

This Plan
shall be administered by the Committee, except as otherwise provided herein.

b.

Subject to the
provisions hereof, the Committee shall have full and exclusive power and authority
to administer this Plan and to take all actions that are specifically
contemplated hereby or are necessary or appropriate in connection with the
administration hereof. The Committee shall also have full and exclusive power
to interpret this Plan and to adopt such rules, regulations and guidelines
for carrying out this Plan as it may deem necessary or proper. The Committee
may, in its discretion, provide for the extension of the exercisability
of an Employee Award or Consultant Award, accelerate the vesting or exercisability of an Employee Award or Consultant Award,
eliminate or make less restrictive any restrictions applicable to an Employee
Award or Consultant Award, waive any restriction or other provision of this
Plan (insofar as such provision relates to Employee Awards or to Consultant
Awards) or an Employee Award or Consultant Award or otherwise amend or modify
an Employee Award or Consultant Award in any manner that is either (i) not adverse to the Participant to whom such Employee
Award or Consultant Award was granted or (ii) consented to by such
Participant. Notwithstanding anything herein to the contrary, without the
prior approval of the Company’s shareholders, Options issued under the Plan
will not be repriced, replaced, or regranted through cancellation or by decreasing the
exercise price of a previously granted Option, except as expressly provided
by the adjustment provisions of Paragraph 17. The Committee may correct any
defect or supply any omission or reconcile any inconsistency in this Plan or
in any Award in the manner and to the extent the Committee deems necessary or
desirable to further the Plan purposes. Any decision of the Committee in the
interpretation and administration of this Plan shall lie within its sole and
absolute discretion and shall be final, conclusive and binding on all parties
concerned.

c.

No member of
the Committee or officer of the Company to whom the Committee has delegated authority
in accordance with the provisions of Paragraph 7 of this Plan shall be liable
for anything done or omitted to be done by him or her, by any member of the
Committee or by any officer of the Company in connection with the performance
of any duties under this Plan, except for his or her own willful misconduct
or as expressly provided by statute.

d.

The Board
shall have the same powers, duties, and authority to administer the Plan with
respect to Director Awards as the Committee retains with respect to Employee
Awards and Consultant Awards.

7.

Delegation of Authority. Following the
authorization of a pool of cash or shares of Common Stock to be available for
Awards, the Board or the Committee may authorize a committee of one or more
members of the Board to grant individual Employee Awards from such pool
pursuant to such conditions or limitations as the Board or the Committee may
establish. The Committee may delegate to the Chief Executive Officer and

to other employees of the Company its administrative duties
under this Plan (excluding its granting authority) pursuant to such
conditions or limitations as the Committee may establish. The Committee may
engage or authorize the engagement of a third party administrator to carry
out administrative functions under the Plan.

8.

Employee
Awards and Consultant Awards.

a.

The Committee
(or other committee to whom such authority is delegated under Paragraph 7)
shall determine the type or types of Employee Awards to be made under this
Plan and shall designate from time to time the Employees who are to be the
recipients of such Awards. Each Employee Award may, in the discretion of the
Committee, be embodied in an Employee Award Agreement, which shall contain
such terms, conditions, and limitations as shall be determined by the
Committee in its sole discretion and, if required by the Committee, shall be
signed by the Participant to whom the Employee Award is granted and signed
for and on behalf of the Company. Employee Awards may consist of those listed
in this Paragraph 8(a) and may be granted singly, in combination or in
tandem. Employee Awards may also be granted in combination or in tandem with,
in replacement of (subject to the last sentence of Paragraph 15), or as
alternatives to, grants or rights under this Plan or any other employee plan
of the Company or any of its Subsidiaries, including the plan of any acquired
entity. An Employee Award may provide for the grant or issuance of
additional, replacement or alternative Employee Awards upon the occurrence of
specified events, including the exercise of the original Employee Award
granted to a Participant. All or part of an Employee Award may be subject to
conditions established by the Committee, which may include, but are not
limited to, continuous service with the Company and its Subsidiaries,
achievement of specific business objectives, items referenced in clause (v)
below, and other comparable measurements of performance. Upon the termination
of employment by a Participant who is an Employee, any unexercised, deferred,
unvested, or unpaid Employee Awards shall be treated as set forth in the
applicable Employee Award Agreement or as otherwise specified by the Committee.

i.

Options. An Employee
Award may be in the form of an Option, which may be an Incentive Stock Option
or a Nonqualified Stock Option. The Grant Price of an Option shall be not
less than the Fair Market Value of the Common Stock subject to such Option on
the Grant Date. The term of the Option shall extend no more than 10 years
after the Grant Date.Options may not include provisions that “reload”
the Option upon exercise.Subject to the foregoing provisions, the
terms, conditions, and limitations applicable to any Options awarded to
Employees pursuant to this Plan, including the Grant Price, the term of the
Options, the number of share subject to the Option and the date or dates upon
which they become exercisable, shall be determined by the Committee.

ii.

Stock
Appreciation Rights. An
Employee Award may be in the form of an SAR. On the Grant Date, the Grant
Price of an SAR shall be not less than the Fair Market Value of the Common
Stock subject to such SAR. The holder of a tandem SAR may elect to exercise
either the option or the SAR, but not both. The exercise period for an SAR
shall extend no more than 10 years after the Grant Date. SARs
may not include provisions that “reload” the SAR upon exercise. Subject to
the foregoing provisions, the terms, conditions, and limitations applicable
to any SARs awarded to Employees pursuant to this
Plan, including the Grant Price, the term of any SARs,
and the date or dates upon which they become exercisable, shall be determined
by the Committee.

iii.

Stock Awards. An Employee
Award may be in the form of a Stock Award. The terms, conditions and
limitations applicable to any Stock Awards granted pursuant to this Plan
shall be determined by the Committee, subject to the limitations set forth
below. Any Stock Award which is not a Performance Award shall have a minimum
Restriction Period of three years from the Grant Date, provided that (i) the Committee may provide for earlier vesting upon a
termination of employment by reason of death, disability, layoff, retirement,
or change in control, and (ii) such three-year

minimum Restriction Period shall not apply to
a Stock Award that is granted in lieu of salary or bonus.

iv.

Cash
Awards. An
Employee Award may be in the form of a Cash Award. The terms, conditions, and
limitations applicable to any Cash Awards granted pursuant to this Plan shall
be determined by the Committee.

v.

Performance
Awards. Without
limiting the type or number of Employee Awards that may be made under the
other provisions of this Plan, an Employee Award may be in the form of a
Performance Award. The terms, conditions and limitations applicable to any Performance
Awards granted to Participants pursuant to this Plan shall be determined by
the Committee, subject to the limitations set forth below. Any Stock Award
granted as an Employee Award which is a Performance Award shall have a
minimum Restriction Period of one year from the Grant Date, provided that the
Committee may provide for earlier vesting upon a termination of employment by
reason of death, disability, layoff, retirement, or change in control. The
Committee shall set Performance Goals in its discretion which, depending on
the extent to which they are met, will determine the value and/or amount of
Performance Awards that will be paid out to the Participant and/or the
portion of an Award that may be exercised.

A.

Nonqualified
Performance Awards. Performance
Awards granted to Employees that are not intended to qualify as qualified
performance-based compensation under Section 162(m) of the Code, or that are
Options or SARs, shall be based on achievement of
such goals and be subject to such terms, conditions, and restrictions as the
Committee or its delegate shall determine.

B.

Qualified
Performance Awards. Performance
Awards granted to Employees under the Plan that are intended to qualify as
qualified performance-based compensation under Section 162(m) of the Code
shall be paid, vested, or otherwise deliverable solely on account of the
attainment of one or more pre-established, objective Performance Goals established
by the Committee prior to the earlier to occur of (x) 90 days after the
commencement of the period of service to which the Performance Goal relates
and (y) the lapse of 25% of the period of service (as scheduled in good faith
at the time the goal is established), and in any event while the outcome is
substantially uncertain. A Performance Goal is objective if a third party
having knowledge of the relevant facts could determine whether the goal is
met. Such a Performance Goal may be based on one or more business criteria
that apply to the Employee, one or more business units, divisions or sectors
of the Company, or the Company as a whole, and if so desired by the
Committee, by comparison with a peer group of companies. A Performance Goal
may include one or more of the following: Increased revenue; Net income
measures (including but not limited to income after capital costs and income
before or after taxes); Stock price measures (including but not limited to
growth measures and total shareholder return); Market share; Earnings per
share (actual or targeted growth); Earnings before interest, taxes,
depreciation, and amortization (“EBITDA”); Economic value added (“EVA®”); Cash flow measures
(including but not limited to net cash flow and net cash flow before
financing activities); Return measures (including but not limited to return
on equity, return on average assets, return on capital, risk-adjusted return
on capital, return on investors’ capital and return on average equity);
Operating measures (including operating income, funds from operations, cash
from operations, after-tax operating income, sales volumes, production
volumes, and production efficiency); Expense measures (including but not
limited to finding and development costs, overhead cost and general and
administrative expense); Margins; Shareholder value; Total shareholder
return; Reserve addition; Proceeds from dispositions; Production volumes;
Refinery runs; Reserve replacement ratio; Refinery utilizations; Total market
value; and Corporate values measures (including ethics compliance,
environmental, and safety).

Unless
otherwise stated, such a Performance Goal need not be based upon an increase or
positive result under a particular business criterion and could include, for
example, maintaining the status quo or limiting economic losses (measured, in
each case, by reference to specific business criteria). In interpreting Plan
provisions applicable to Qualified Performance Awards, it is the intent of the
Plan to conform with the standards of Section 162(m) of the Code and Treasury
Regulation §1.162-27(e)(2)(i),
as to grants to those Employees whose compensation is, or is likely to be,
subject to Section 162(m) of the Code, and the Committee in establishing such
goals and interpreting the Plan shall be guided by such provisions. Prior to
the payment of any compensation based on the achievement of Performance Goals for
Qualified Performance Awards, the Committee must certify in writing that
applicable Performance Goals and any of the material terms thereof were, in
fact, satisfied. Subject to the foregoing provisions, the terms, conditions,
and limitations applicable to any Qualified Performance Awards made pursuant to
this Plan shall be determined by the Committee.

b.

Notwithstanding
anything to the contrary contained in this Plan, the following limitations
shall apply to any Employee Awards made hereunder:

i.

no Participant
may be granted, during any calendar year, Employee Awards consisting of
Options or SARs (including Options or SARs that are granted as Performance Awards) that are exercisable
for more than 2,500,000 shares of Common Stock;

ii.

no Participant
may be granted, during any calendar year, Stock Awards (including Stock
Awards that are granted as Performance Awards) covering or relating to more
than 2,000,000 shares of Common Stock (the limitation set forth in this
clause (ii), together with the limitation set forth in clause (i) above, being hereinafter collectively referred to as
the “Stock Based Awards Limitations”); and

iii.

no Participant may be granted Employee
Awards consisting of cash (including Cash Awards that are granted as
Performance Awards) in respect of any calendar year having a value determined
on the Grant Date in excess of $10,000,000.

c.

Subject to Paragraph
8(d), the Committee shall have the sole responsibility and authority to
determine the type or types of Consultant Awards to be made under this Plan
and the terms, conditions, and limitations applicable to such Awards.

d.

Stock Awards,
other than those awards which are subject to specific grant limitations under
the Plan, shall be in lieu of, and have a Fair Market Value on the Grant Date
equal to, other compensation that the Company would otherwise have awarded to
the Participant.

9.

Director
Awards.

a.

The Board may
grant Director Awards to Nonemployee Directors of
the Company from time to time in accordance with this Paragraph 9. Director
Awards may consist of those listed in this Paragraph 9 and may be granted
singly, in combination, or in tandem. Each Director Award may, in the
discretion of the Board, be embodied in a Director Award Agreement, which
shall contain such terms, conditions, and limitations as shall be determined
by the Board in its sole discretion and, if required by the Board, shall be
signed by the Participant to whom the Director Award is granted and signed
for and on behalf of the Company.

i.

Options. A Director Award
may be in the form of an Option; provided that Options granted as Director
Awards are not Incentive Stock Options. The Grant Price of an Option shall be
not less

than the Fair Market Value of the Common
Stock subject to such Option on the Grant Date. In no event shall the term of
the Option extend more than ten (10) years after the Grant Date. Options may
not include provisions that “reload” the option upon exercise. Subject to the
foregoing provisions, the terms, conditions, and limitations applicable to
any Options awarded to Participants pursuant to this Paragraph 9, including
the Grant Price, the term of the Options, the number of shares subject to the
Option and the date or dates upon which they become exercisable, shall be
determined by the Board.

ii.

Stock Appreciation
Rights.An Director Award may be in the form of an SAR. On the
Grant Date, the Grant Price of an SAR shall be not less than the Fair Market
Value of the Common Stock subject to such SAR. The holder of a tandem SAR may
elect to exercise either the option or the SAR, but not both. The exercise
period for an SAR shall extend no more than 10 years after the Grant Date. SARs may not include provisions that “reload” the SAR
upon exercise. Subject to the foregoing provisions, the terms, conditions,
and limitations applicable to any SARs awarded to
Directors pursuant to this Plan, including the Grant Price, the term of any SARs, and the date or dates upon which they become
exercisable, shall be determined by the Board.

iii.

Stock
Awards. A
Director Award may be in the form of a Stock Award. Any terms, conditions,
and limitations applicable to any Stock Awards granted to a Nonemployee Director pursuant to this Plan, including but
not limited to rights to Dividend Equivalents, shall be determined by the
Board.

iv.

Performance
Awards. Without
limiting the type or number of Director Awards that may be made under the
other provisions of this Plan, a Director Award may be in the form of a
Performance Award. A Nonemployee Director may not
sell, transfer, assign, pledge, or otherwise encumber or dispose of any
portion of the Performance Award until he or she terminates service as a Nonemployee Director, and any attempt to sell, transfer,
assign, pledge, or encumber any portion of the Performance Award prior to
such time shall have no effect. Any additional terms, conditions, and
limitations applicable to any Performance Awards granted to a Nonemployee Director pursuant to this Plan shall be
determined by the Board. The Board shall set Performance Goals in its
discretion which, depending on the extent to which they are met, will
determine the value and/or amount of Performance Awards that will be paid out
to the Nonemployee Director.

b.

Notwithstanding
anything to the contrary contained in this Plan the following limitations
shall apply to any Director Awards made hereunder:

i.

no Participant
may be granted, during any fiscal year, Director Awards consisting of Options
or SARs (including Options or SARs
that are granted as Performance Awards) that are exercisable for more than
250,000 shares of Common Stock and

ii.

no Participant
may be granted, during any fiscal year, Director Awards consisting of Stock
Awards (including Stock Awards that are granted as Performance Awards)
covering or relating to more than 100,000 shares of Common Stock.

c.

At the
discretion of the Board, Director Awards may be settled by a cash payment in
an amount that the Board shall determine in its sole discretion is equal to
the fair market value of such Director Awards.

d.

Each Nonemployee Director shall have the option to elect to
receive shares of Common Stock, including Restricted Stock or Restricted
Stock Units, as prescribed by the Board, in lieu of all or part of the
compensation otherwise payable by the Company to such Nonemployee
Director.

10.

Change of Control. Notwithstanding
any other provisions of the Plan, including Paragraphs 8 and 9 hereof, unless
otherwise expressly provided in the applicable Award Agreement, in the event
of a Change of

Control
during a Participant’s employment (or service as a Nonemployee
Director or Consultant) with the Company or one of its Subsidiaries, (i) each Award granted under this Plan to the Participant
shall become immediately vested and fully exercisable and any restrictions
applicable to the Award shall lapse (regardless of the otherwise applicable
vesting or exercise schedules or performance goals provided for under the
Award Agreement) and (ii) if the Award is an Option or SAR, shall remain
exercisable until the expiration of the term of the Award or, if the
Participant should die before the expiration of the term of the Award, until
the earlier of (a) the expiration of the term of the Award or (b) two (2)
years following the date of the Participant’s death.

11.

Non-United
States Participants. The
Committee may grant awards to persons outside the United States under such terms
and conditions as may, in the judgment of the Committee, be necessary or
advisable to comply with the laws of the applicable foreign jurisdictions
and, to that end, may establish sub-plans, modified option exercise procedures
and other terms and procedures. Notwithstanding the above, the Committee may
not take any actions hereunder, and no Awards shall be granted, that would
violate the Exchange Act, the Code, any securities law, any governing
statute, or any other applicable law.

12.

Payment of
Awards.

a.

General. Payment made to
a Participant pursuant to an Award may be made in the form of cash or Common
Stock, or a combination thereof, and may include such restrictions as the
Committee shall determine, including, in the case of Common Stock,
restrictions on transfer and forfeiture provisions. If such payment is made
in the form of Restricted Stock, the Committee shall specify whether the
underlying shares are to be issued at the beginning or end of the Restriction
Period. In the event that shares of Restricted Stock are to be issued at the
beginning of the Restriction Period, the certificates evidencing such shares
(to the extent that such shares are so evidenced) shall contain appropriate
legends and restrictions that describe the terms and conditions of the
restrictions applicable thereto. In the event that shares of Restricted Stock
are to be issued at the end of the Restricted Period, the right to receive
such shares shall be evidenced by book entry registration or in such other
manner as the Committee may determine.

b.

Deferral. With the
approval of the Committee, amounts payable in respect of Awards may be
deferred and paid either in the form of installments or as a lump-sum
payment. The Committee may permit selected Participants to elect to defer
payments of some or all types of Awards or any other compensation otherwise
payable by the Company in accordance with procedures or a plan established by
the Committee or the Board and may provide that such deferred compensation
may be payable in shares of Common Stock. Any deferred payment pursuant to an
Award, whether elected by the Participant or specified by the Award Agreement
or the terms of the Award or by the Committee, may be forfeited if and to the
extent that the Award Agreement or the terms of the Award so provide.

c.

Dividends,
Earnings and Interest. Rights
to dividends or Dividend Equivalents may be extended to and made part of any
Stock Award, subject to such terms, conditions and restrictions as the
Committee may establish. The Committee may also establish rules and
procedures for the crediting of interest or other earnings on deferred cash
payments and Dividend Equivalents for Stock Awards.

d.

Substitution
of Awards. Subject
to Paragraphs 15 and 17, at the discretion of the Committee, a Participant
who is an Employee or Consultant may be offered an election to substitute an
Employee Award or Consultant Award for another Employee Award or Consultant
Award or Employee Awards or Consultant Awards of the same or different type.

e.

Cash-out of
Awards. At
the discretion of the Committee, an Award that is an Option or SAR may be
settled by a cash payment equal to the difference between the Fair Market
Value per share of Common Stock on the date of exercise and the Grant Price
of the Award, multiplied by the number of shares with respect to which the
Award is exercised.

13.

Option
Exercise. The
Grant Price shall be paid in full at the time of exercise in cash or, if
permitted by the Committee and elected by the optionee,
the optionee may purchase such shares by means of
tendering Common Stock or surrendering another Award, including Restricted
Stock, valued at Fair Market Value on the date of exercise, or any
combination thereof. The Committee shall determine acceptable methods for
Participants who are Employees or Consultants to tender Common Stock or other
Employee Awards or Consultant Awards; provided that any Common Stock that is
or was the subject of an Employee Award or Consultant Award may be so
tendered only if it has been held by the Participant for six months unless
otherwise determined by the Committee. The Committee may provide for
procedures to permit the exercise or purchase of such Awards by use of the
proceeds to be received from the sale of Common Stock issuable
pursuant to an Award. Unless otherwise provided in the applicable Award
Agreement, in the event shares of Restricted Stock are tendered as
consideration for the exercise of an Option, a number of the shares issued
upon the exercise of the Option, equal to the number of shares of Restricted
Stock used as consideration therefor, shall be
subject to the same restrictions as the Restricted Stock so submitted as well
as any additional restrictions that may be imposed by the Committee. The
Committee may adopt additional rules and procedures regarding the exercise of
Options from time to time, provided that such rules and procedures are not
inconsistent with the provisions of this Paragraph 13.

An
optionee desiring to pay the Grant Price of an Option
by tendering Common Stock using the method of attestation may, subject to any
such conditions and in compliance with any such procedures as the Committee may
adopt, do so by attesting to the ownership of Common Stock of the requisite
value in which case the Company shall issue or otherwise deliver to the optionee upon such exercise a number of shares of Common
Stock subject to the Option equal to the result obtained by dividing (a) the
excess of the aggregate Fair Market Value of the shares of Common Stock subject
to the Option for which the Option (or portion thereof) is being exercised over
the Grant Price payable in respect of such exercise by (b) the Fair Market
Value per share of Common Stock subject to the Option, and the optionee may retain the shares of Common Stock the
ownership of which is attested.

14.

Taxes. The Company or
its designated third party administrator shall have the right to deduct
applicable taxes from any Employee Award payment and withhold, at the time of
delivery or vesting of cash or shares of Common Stock under this Plan, an
appropriate amount of cash or number of shares of Common Stock or a
combination thereof for payment of taxes or other amounts required by law or
to take such other action as may be necessary in the opinion of the Company
to satisfy all obligations for withholding of such taxes. The Committee may
also permit withholding to be satisfied by the transfer to the Company of
shares of Common Stock theretofore owned by the holder of the Employee Award
with respect to which withholding is required. If shares of Common Stock are
used to satisfy tax withholding, such shares shall be valued based on the
Fair Market Value when the tax withholding is required to be made. The
Committee may provide for loans, to the extent not otherwise prohibited by
law, on either a short term or demand basis, from the Company to a
Participant who is an Employee or Consultant to permit the payment of taxes
required by law.

15.

Amendment,
Modification, Suspension, or Termination of the Plan. The Board may amend,
modify, suspend, or terminate this Plan for the purpose of meeting or
addressing any changes in legal requirements or for any other purpose
permitted by law, except that (i) no amendment or
alteration that would adversely affect the rights of any Participant under
any Award previously granted to such Participant shall be made without the
consent of such Participant and (ii) no amendment or alteration shall be
effective prior to its approval by the shareholders of the Company to the
extent such approval is required by applicable legal requirements or the
applicable requirements of the securities exchange on which the Company’s
Common Stock is listed. Notwithstanding anything herein to the contrary,
without the prior approval of the Company’s shareholders, Options issued
under the Plan will not be repriced, replaced, or regranted through cancellation or by decreasing the
exercise price of a previously granted Option except as expressly provided by
the adjustment provisions of Paragraph 17.

16.

Assignability. Unless otherwise determined by the
Committee and provided in the Award Agreement or the terms of the Award, no
Award or any other benefit under this Plan shall be assignable or otherwise
transferable except by will, by beneficiary designation, or by the laws of
descent and distribution or pursuant to a qualified domestic relations order
as defined by the Code or Title I of the Employee Retirement Income
Securities Act, or the rules thereunder. In the
event that a beneficiary designation conflicts with an assignment by will or
the laws of descent and distribution, the beneficiary designation will
prevail. The Committee may prescribe and include in applicable Award
Agreements or the terms of the Award other restrictions on transfer. Any
attempted assignment of an Award or any other benefit under this Plan in
violation of this Paragraph 16 shall be null and void.

17.

Adjustments.

a.

The existence
of outstanding Awards shall not affect in any manner the right or power of
the Company or its shareholders to make or authorize any or all adjustments, recapitalizations,
reorganizations, or other changes in the capital stock of the Company or its
business or any merger or consolidation of the Company, or any issue of
bonds, debentures, preferred or prior preference stock (whether or not such
issue is prior to, on a parity with or junior to the existing Common Stock)
or the dissolution or liquidation of the Company, or any sale or transfer of
all or any part of its assets or business, or any other corporate act or
proceeding of any kind, whether or not of a character similar to that of the
acts or proceedings enumerated above.

b.

In the event
of any subdivision or consolidation of outstanding shares of Common Stock,
declaration of a dividend payable in shares of Common Stock or other stock split,
then (i) the number of shares of Common Stock
reserved under this Plan and the number of shares of Common Stock available
for issuance pursuant to specific types of Awards as described in Paragraph
5, (ii) the number of shares of Common Stock covered by outstanding Awards,
(iii) the Grant Price or other price in respect of such Awards, (iv) the
appropriate Fair Market Value and other price determinations for such Awards,
and (v) the Stock Based Awards Limitations shall each be proportionately
adjusted by the Board as appropriate to reflect such transaction. In the
event of any other recapitalization or capital reorganization of the Company,
any consolidation or merger of the Company with another corporation or
entity, the adoption by the Company of any plan of exchange affecting Common
Stock or any distribution to holders of Common Stock of securities or
property (including cash dividends that the Board determines are not in the
ordinary course of business but excluding normal cash dividends or dividends
payable in Common Stock), the Board shall make appropriate adjustments to (x)
the number of shares of Common Stock reserved under this Plan and the number
of shares of Common Stock available for issuance pursuant to specific types
of Awards as described in Paragraph 5 and (y)(i)
the number of shares of Common Stock covered by Awards, (ii) the Grant Price
or other price in respect of such Awards, (iii) the appropriate Fair Market
Value and other price determinations for such Awards, and (iv) the Stock Based
Awards Limitations to reflect such transaction; provided that such
adjustments shall only be such as are necessary to maintain the proportionate
interest of the holders of the Awards and preserve, without increasing, the
value of such Awards. In the event of a corporate merger, consolidation,
acquisition of assets or stock, separation, reorganization, or liquidation,
the Board shall be authorized (x) to assume under the Plan previously issued
compensatory awards, or to substitute new Awards for previously issued
compensatory awards, including Awards, as part of such adjustment; (y) to
cancel Awards that are Options or SARs and give the
Participants who are the holders of such Awards notice and opportunity to
exercise for 15 days prior to such cancellation; or (z) to cancel any such
Awards and to deliver to the Participants cash in an amount that the Board
shall determine in its sole discretion is equal to the fair market value of
such Awards on the date of such event, which in the case of Options or SARs shall be the excess of the Fair Market Value of
Common Stock on such date over the exercise or strike price of such Award.

18.

Restrictions. No Common Stock
or other form of payment shall be issued with respect to any Award unless the
Company shall be satisfied based on the advice of its counsel that such
issuance will be in compliance with applicable federal and state securities
laws. Certificates evidencing shares of Common Stock delivered under this
Plan (to the extent that such shares are so evidenced) may be subject to such
stop transfer orders and other restrictions as the Committee may deem advisable
under the rules, regulations and other requirements of the Securities and
Exchange Commission, any securities exchange or transaction reporting system
upon which the Common Stock is then listed or to which it is admitted for
quotation and any applicable federal or state securities law. The Committee
may cause a legend or legends to be placed upon such certificates (if any) to
make appropriate reference to such restrictions.

19.

Unfunded
Plan. This
Plan shall be unfunded. Although bookkeeping accounts may be established with
respect to Participants under this Plan, any such accounts shall be used
merely as a bookkeeping convenience, including bookkeeping accounts established
by a third party administrator retained by the Company to administer the
Plan. The Company shall not be required to segregate any assets for purposes
of this Plan or Awards hereunder, nor shall the Company, the Board or the
Committee be deemed to be a trustee of any benefit to be granted under this
Plan. Any liability or obligation of the Company to any Participant with
respect to an Award under this Plan shall be based solely upon any
contractual obligations that may be created by this Plan and any Award
Agreement or the terms of the Award, and no such liability or obligation of
the Company shall be deemed to be secured by any pledge or other encumbrance
on any property of the Company. Neither the Company nor the Board nor the
Committee shall be required to give any security or bond for the performance
of any obligation that may be created by this Plan.

20.

Right to
Employment. Nothing
in the Plan or an Award Agreement shall interfere with or limit in any way
the right of the Company or its Subsidiaries to terminate any Participant’s
employment or other service relationship at any time, or confer upon any
Participant any right to continue in the capacity in which he or she is
employed or otherwise serves the Company or its Subsidiaries.

21.

Successors. All obligations
of the Company under the Plan with respect to Awards granted hereunder shall
be binding on any successor to the Company, whether the existence of such
successor is the result of a direct or indirect purchase, merger,
consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.

22.

Governing
Law. This
Plan and all determinations made and actions taken pursuant hereto, to the
extent not otherwise governed by mandatory provisions of the Code or the
securities laws of the United States,
shall be governed by and construed in accordance with the laws of the State
of Delaware.

23.

Effectiveness
and Term. The
Plan will be submitted to the shareholders of the Company for approval at the
2004 annual meeting of the shareholders and, if approved, shall be effective
as of the date of such approval. No Award shall be made under the Plan ten
years or more after such approval.Notwithstanding anything herein to
the contrary, any and all outstanding awards granted under the Prior Plans
shall continue to be outstanding and shall be subject to the appropriate
terms of the Prior Plan under which such award was granted and as are in
effect as of the date this Plan is effective.

Attachment “A”

“Change in Control”

The following
definitions apply to the Change of Control provision in Paragraph 10 of the
foregoing Plan.

“Affiliate”
shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules
and Regulations under the Exchange Act, as in effect on May 5, 2004.

“Associate”
shall mean, with reference to any Person, (a) any corporation, firm,
partnership, association, unincorporated organization or other entity (other
than the Company or a subsidiary of the Company) of which such Person is an
officer or general partner (or officer or general partner of a general partner)
or is, directly or indirectly, the Beneficial Owner of 10% or more of any class
of equity securities, (b) any trust or other estate in which such Person has a
substantial beneficial interest or as to which such Person serves as trustee or
in a similar fiduciary capacity and (c) any relative or spouse of such Person,
or any relative of such spouse, who has the same home as such Person.

“Beneficial
Owner” shall mean, with reference to any securities, any Person if:

b.

such Person or
any of such Person’s Affiliates and Associates, directly or indirectly, is
the “beneficial owner” of (as determined pursuant to Rule 13d-3 of the
General Rules and Regulations under the Exchange Act, as in effect on May 5,
2004) such securities or otherwise has the right to vote or dispose of such
securities, including pursuant to any agreement, arrangement or understanding
(whether or not in writing); provided, however, that a Person shall not be
deemed the “Beneficial Owner” of, or to “beneficially own,” any security
under this subsection (a) as a result of an agreement, arrangement or
understanding to vote such security if such agreement, arrangement or understanding:
(i) arises solely from a revocable proxy or consent
given in response to a public (i.e., not including a solicitation
exempted by Rule 14a-2(b)(2) of the General Rules and Regulations under the
Exchange Act) proxy or consent solicitation made pursuant to, and in
accordance with, the applicable provisions of the General Rules and
Regulations under the Exchange Act and (ii) is not then reportable by such
Person on Schedule 13D under the Exchange Act (or any comparable or successor
report);

c.

such Person or
any of such Person’s Affiliates and Associates, directly or indirectly, has
the right or obligation to acquire such securities (whether such right or
obligation is exercisable or effective immediately or only after the passage
of time or the occurrence of an event) pursuant to any agreement, arrangement
or understanding (whether or not in writing) or upon the exercise of
conversion rights, exchange rights, other rights, warrants or options, or
otherwise; provided, however, that a Person shall not be deemed the
Beneficial Owner of, or to “beneficially own,” (i)
securities tendered pursuant to a tender or exchange offer made by such
Person or any of such Person’s Affiliates or Associates until such tendered
securities are accepted for purchase or exchange or (ii) securities issuable upon exercise of Exempt Rights; or

d.

such Person or
any of such Person’s Affiliates or Associates (i)
has any agreement, arrangement or understanding (whether or not in writing)
with any other Person (or any Affiliate or Associate thereof) that
beneficially owns such securities for the purpose of acquiring, holding,
voting (except as set forth in the proviso to subsection (a) of this definition)
or disposing of such securities or (ii) is a member of a group (as that term
is used in Rule 13d-5(b) of the General Rules and Regulations under the
Exchange Act) that includes any other Person that beneficially owns such
securities;

provided, however, that nothing in this
definition shall cause a Person engaged in business as an underwriter of
securities to be the Beneficial Owner of, or to “beneficially own,” any
securities acquired through such Person’s participation in good faith in a firm
commitment underwriting until the expiration of 40 days after

the date of such acquisition. For purposes hereof, “voting” a
security shall include voting, granting a proxy, consenting or making a request
or demand relating to corporate action (including, without limitation, a demand
for a shareholder list, to call a shareholder meeting or to inspect corporate
books and records) or otherwise giving an authorization (within the meaning of
Section 14(a) of the Exchange Act) in respect of such security.

The
terms “beneficially own” and “beneficially owning” shall have meanings that are
correlative to this definition of the term “Beneficial Owner.”

“Board”
shall have the meaning set forth in the foregoing Plan.

“Change
of Control” shall mean any of the following occurring on or after May 5, 2004:

a.

any Person
(other than an Exempt Person) shall become the Beneficial Owner of 20% or
more of the shares of Common Stock then outstanding or 20% or more of the
combined voting power of the Voting Stock of the Company then outstanding;
provided, however, that no Change of Control shall be deemed to occur for
purposes of this subsection (a) if such Person shall become a Beneficial
Owner of 20% or more of the shares of Common Stock or 20% or more of the
combined voting power of the Voting Stock of the Company solely as a result of
(i) an Exempt Transaction or (ii) an acquisition by
a Person pursuant to a reorganization, merger or consolidation, if, following
such reorganization, merger or consolidation, the conditions described in
clauses (i), (ii) and (iii) of subsection (c) of this
definition are satisfied;

b.

individuals
who, as of May 5, 2004, constitute the Board (the “Incumbent Board”) cease
for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to May 5, 2004
whose election, or nomination for election by the Company’s shareholders, was
approved by a vote of at least a majority of the directors then comprising
the Incumbent Board shall be considered as though such individual were a member
of the Incumbent Board; provided, further, that there shall be excluded, for
this purpose, any such individual whose initial assumption of office occurs
as a result of any actual or threatened Election Contest that is subject to
the provisions of Rule 14a-11 of the General Rules and Regulations under the
Exchange Act;

c.

the Company
shall consummate a reorganization, merger, or consolidation, in each case,
unless, following such reorganization, merger, or consolidation, (i) 50% or more of the then outstanding shares of common
stock of the corporation resulting from such reorganization, merger, or
consolidation and the combined voting power of the then outstanding Voting
Stock of such corporation are beneficially owned, directly or indirectly, by
all or substantially all of the Persons who were the Beneficial Owners of the
outstanding Common Stock immediately prior to such reorganization, merger, or
consolidation in substantially the same proportions as their ownership,
immediately prior to such reorganization, merger, or consolidation, of the
outstanding Common Stock, (ii) no Person (excluding any Exempt Person or any
Person beneficially owning, immediately prior to such reorganization, merger,
or consolidation, directly or indirectly, 20% or more of the Common Stock
then outstanding or 20% or more of the combined voting power of the Voting
Stock of the Company then outstanding) beneficially owns, directly or indirectly,
20% or more of the then outstanding shares of common stock of the corporation
resulting from such reorganization, merger, or consolidation or the combined
voting power of the then outstanding Voting Stock of such corporation, and
(iii) at least a majority of the members of the board of directors of the
corporation resulting from such reorganization, merger, or consolidation were
members of the Incumbent Board at the time of the initial agreement or
initial action by the Board providing for such reorganization, merger, or
consolidation; or

d.

(i) the
shareholders of the Company shall approve a complete liquidation or
dissolution of the Company unless such liquidation or dissolution is approved
as part of a plan of liquidation and

dissolution
involving a sale or disposition of all or substantially all of the assets of
the Company to a corporation with respect to which, following such sale or
other disposition, all of the requirements of clauses (ii)(A), (B), and (C)
of this subsection (d) are satisfied, or (ii) the Company shall consummate
the sale or other disposition of all or substantially all of the assets of
the Company, other than to a corporation, with respect to which, following
such sale or other disposition, (A) 50% or more of the then outstanding
shares of common stock of such corporation and the combined voting power of
the Voting Stock of such corporation is then beneficially owned, directly or
indirectly, by all or substantially all of the Persons who were the
Beneficial Owners of the outstanding Common Stock immediately prior to such
sale or other disposition in substantially the same proportion as their
ownership, immediately prior to such sale or other disposition, of the
outstanding Common Stock, (B) no Person (excluding any Exempt Person and any
Person beneficially owning, immediately prior to such sale or other
disposition, directly or indirectly, 20% or more of the Common Stock then
outstanding or 20% or more of the combined voting power of the Voting Stock
of the Company then outstanding) beneficially owns, directly or indirectly,
20% or more of the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding Voting
Stock of such corporation, and (C) at least a majority of the members of the
board of directors of such corporation were members of the Incumbent Board at
the time of the initial agreement or initial action of the Board providing
for such sale or other disposition of assets of the Company.

“Common
Stock” shall have the meaning set forth in the foregoing Plan.

“Company”
shall have the meaning set forth in the foregoing Plan.

“Election
Contest” shall mean a solicitation of proxies of the kind described in Rule
14a-12(c) under the Exchange Act.

“Exempt
Person” shall mean any of the Company, any subsidiary of the Company, any
employee benefit plan of the Company or any subsidiary of the Company, and any
Person organized, appointed or established by the Company for or pursuant to
the terms of any such plan.

“Exempt
Rights” shall mean any rights to purchase shares of Common Stock or other
Voting Stock of the Company if at the time of the issuance thereof such rights
are not separable from such Common Stock or other Voting Stock (i.e.,
are not transferable otherwise than in connection with a transfer of the
underlying Common Stock or other Voting Stock), except upon the occurrence of a
contingency, whether such rights exist as of May 5, 2004 or are thereafter
issued by the Company as a dividend on shares of Common Stock or other Voting
Securities or otherwise.

“Exempt
Transaction” shall mean an increase in the percentage of the outstanding shares
of Common Stock or the percentage of the combined voting power of the outstanding
Voting Stock of the Company beneficially owned by any Person solely as a result
of a reduction in the number of shares of Common Stock then outstanding due to
the repurchase of Common Stock or Voting Stock by the Company, unless and until
such time as (a) such Person or any Affiliate or Associate of such Person shall
purchase or otherwise become the Beneficial Owner of additional shares of
Common Stock constituting 1% or more of the then outstanding shares of Common
Stock or additional Voting Stock representing 1% or more of the combined voting
power of the then outstanding Voting Stock, or (b) any other Person (or
Persons) who is (or collectively are) the Beneficial Owner of shares of Common
Stock constituting 1% or more of the then outstanding shares of Common Stock or
Voting Stock representing 1% or more of the combined voting power of the then
outstanding Voting Stock shall become an Affiliate or Associate of such Person.

“Voting Stock” shall mean, with respect to a
corporation, all securities of such corporation of any class or series that are
entitled to vote generally in the election of directors of such corporation
(excluding any class or series that would be entitled so to vote by reason of
the occurrence of any contingency, so long as such contingency has not
occurred).